NOTICE TO USER: This is a Contract.  By opening the Software Package, installing, copying or otherwise using this Software, you accept all the terms and conditions of this Agreement.  If you do not agree with the terms and conditions of this Agreement, return the Software UNOPENED, along with the rest of the package to Orgamation Technologies, Inc. (“Orgamation”) for a full refund. This agreement will also apply if the software is installed on your computer after downloading it from the Orgamation’s website. For the purpose of this agreement all trade names such as iCare, DCMS9003, edMaster, iCareWeb, WebDCMS and iCareProviderWeb, etc are replaceable.

1.     USE OF THE SOFTWARE

Install the Software in a single location on a hard disk or other storage device on an unlimited number of computers provided that only one user is using the Software.  Software being defined as any and all upgrades modified versions, updates, additions and copies of the Software licensed to you by Orgamation or its Licensors.

2.     DEFINITIONS

Use.  Unless otherwise defined in this Agreement by context or by implication, the term use shall mean the copying of any portion of the Software from storage units or media into Designated Equipment for the processing of the programs contained in such Software.

Derivative Program. The term Derivative Program shall mean each program in machine readable or printed form developed by you through the application or use of the Software provided that such Derivative Program does not contain any portions of the Software or bear any other relationship to the Software.

Modified Program.  The term Modified Program shall mean each program in machine readable or printed form or the incorporation or merger of the Software (in whole or in part) into other program material.

Designated Equipment.  The term Designated Equipment shall mean that Orgamation supplied equipment or system identified by system number and/or serial number, upon which only the Software which have been identified for use thereon.

3.     TERM

This Agreement is effective upon installation and shall remain in force until you discontinue the use of the Software (and/or copies thereof), or return the Software.

You may discontinue the use the Software upon thirty- (30) days prior written notice to Orgamation.  Upon discontinuance, you shall not be entitled to a refund or credit with regard to any fees or charges already paid or accrued.

Notice of discontinuance of any or all-particular licenses granted under this Agreement shall not terminate this Agreement unless so specifically stated by Orgamation.

Within two (2) weeks after any termination, including termination for discontinuance of use of the Software as provided for in this Section, you shall certify, in writing, to Orgamation, that, through your best efforts and to the best of your knowledge, the original and all copies, in whole or in part, in any form, including partial copies of the Software, have been returned to Orgamation unless directed otherwise in writing by Orgamation.

4.     LICENSE

Orgamation grants to you, a NON-TRANSFERABLE and NON-EXCLUSIVE license to use such Software in machine readable form.  You may not rent, lease, sublicense or lend the Software or documentation.

Further, Licensee may use the Software to generate and develop Derivative Programs as defined in this Agreement. Orgamation shall have no rights in or liability or obligation for Licensee’s Derivative Programs.

You may use the Software to develop Modified Programs provided that, upon termination of the license therefor, the Software and every portion of the Software will be completely removed from the Modified Program as if the license to modify or use the Software had never been granted.

Licensee shall not use, print, copy, modify, translate, alter or display the Software in whole or in part, except as expressly provided for in this Agreement.  Further, Licensee shall not reverse-compile, disassemble de-compile or reverse-engineer or otherwise attempt to discover the source code of the Software and any attempt to do so shall be a breach of this Agreement.

Licensee may not change the designation of the equipment on which the Software is to be used or otherwise transfer the Software from the Designated Equipment.  A separate license and appropriate charges are required for the Software or copies thereof for use on equipment other than the Designated Equipment.

5.        LICENSE FEES

The License shall upon the execution of this Agreement pay a one-time license fee. Upon the payment of such fee Licensee shall be granted a perpetual license to use the product. In addition to such license Licensee shall also receive one year of product support services from Orgamation which shall include Upgrades, bug fixes, technical support and maintenance. At the expiration of the one-year period License may elect continue such support services at the then current rate. In the event that License wishes to elect to continue such support services Licensee must provide to Orgamation notice of such election prior to the end of the one-year period. In the event that License fails to provide such notice, License’s right to use such product shall be limited by the provisions of the Agreement. If License desires to purchase such services at a later date such purchase shall be treated as a new purchase of the product.

             6.      COPYRIGHT; TRADEMARKS

The Software is owned by Orgamation, or its Licensors.  The Software is protected by US Copyright law.  You agree not to modify, adopt or translate the Software.  Trademarks, if any, shall be used in accordance with the accepted trademark practice, including identification of trademarks owner’s name.  This Agreement does not grant you any intellectual property rights in the Software.

7.      TITLE
Rights in, title to or ownership of the Software and Modified Programs at all times remain with Orgamation. Orgamation shall, in addition to the above, retain all rights in and ownership of any patents, copyrights or trademarks associated with the Software or any enhancements, improvements or derivatives.  Nothing contained herein shall be construed as transferring, conveying or assigning any of the rights in the Software.

8.     LIMITED WARRANTY

Orgamation represents that the Software developed by Orgamation, when shipped will be the most recent formally released version of the Software. Orgamation does not warrant that the functions contained in the Software will meet any performance requirements or that the Software will operate in accordance with any expectations, whether operational or functional, or that the Software will perform on an uninterrupted or error-free basis. Orgamation does not, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, MAKE ANY WARRANTIES OF ANY KIND, WHETHER STATUTORY, EXPRESS OR IMPLIED, AND THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE ARE HEREBY EXCLUDED.

In the event that the Software does not conform to the representations above, your sole remedy and Orgamation’s sole liability shall be to replace such Software with the then current formally released version.

9.     LIMITATION OF LIABILITIES AND REMEDIES

ORGAMATION SHALL NOT BE LIABLE UNDER THIS AGREEMENT, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE) UNDER ANY WARRANTY OR OTHERWISE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE, OR LOSS OF PROFITS OR REVENUES OR FOR ANY CLAIM OR DEMAND BY ANOTHER PARTY EVEN IF ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES.  THE REMEDIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND THE MAXIMUM LIABILITY FOR DAMAGES FOR ANY CAUSE WHATSOEVER, INCLUDING PERFORMANCE OR NON-PERFORMANCE BY ORGAMATION OR THE SOFTWARE, REGARDLESS OF THE FORM OF THE ACTION, UNDER ANY WARRANTY OR OTHERWISE.

10.   WAIVER

The failure of Orgamation, or any successor, to require the performance of any terms or obligation provided for herein, or the waiver by Orgamation, or any successors, of any breach of this Agreement, shall not prevent enforcement of such terms or obligation to be deemed a waiver of any subsequent breach.

11.   RELIEF

In the event that there is a breach of this Agreement by Licensee, Orgamation, in addition to the collection of money damages, may apply to a court of competent jurisdiction or injunctive or other equitable relief to restrain such breach, or threat thereof, without waiving any other rights which may be available to Orgamation at law or in equity.

12.   LICENSEE ASSIGNMENT; TRANSFER

This Agreement and the Software provided to Licensee under this Agreement may not be assigned, sublicensed or otherwise transferred to any third party without Orgamation’s prior written consent.  No right to reprint or copy the Software or modified programs, in whole or in part, is granted hereby except as otherwise provided herein.

13.   U.S. GOVERNMENT RESTRICTED RIGHTS

The Software and documentation are provided with RESTRICTED RIGHTS.  Use, duplication, or disclosure by the Government is subject to restrictions set forth in subparagraph ©(1)(ii) of the Rights in Technical Data and Computer Software clause of DFARS 252.227-7013 or subparagraph ©(1) and (2) of the Commercial Computer Software – Restricted Rights 48 CFR 52.227-19 as applicable.

14.   JURISDICTION

This Agreement shall be governed by and construed under the laws of the Commonwealth of Mass., shall not be modified or discharged in whole or in part, except by an agreement in writing signed by the parties hereto, and shall inure to the benefit of successors of Orgamation, or any subsidiary thereof by way of merger, consolidation or transfer of substantially all the assets of Orgamation or any successors.

15.   MISCELLANEOUS

In case any of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, any invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had been limited or modified (consistent with its general intent) to the extent necessary so that it shall be valid, legal or enforceable, or if it shall not be possible to so limit or modify such invalid or illegal or unenforceable provision or part of a provision, this Agreement shall be construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein.